0000092230FALSE--12-3100000922302022-10-252022-10-250000092230us-gaap:CommonStockMember2022-10-252022-10-250000092230tfc:SeriesIPreferredStockMember2022-10-252022-10-250000092230tfc:SeriesJPreferredStockMember2022-10-252022-10-250000092230tfc:SeriesOPreferredStockMember2022-10-252022-10-250000092230tfc:SeriesRPreferredStockMember2022-10-252022-10-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
Form 8-K
Current Report
_____________________________

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

October 25, 2022
Date of Report (Date of earliest event reported)

Truist Financial Corporation
(Exact name of registrant as specified in its charter)
_____________________________
North Carolina
1-10853
56-0939887
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
214 North Tryon Street
Charlotte,
North Carolina
28202
(Address of principal executive offices)
(Zip Code)

(336) 733-2000
(Registrant's telephone number, including area code)
_____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $5 par valueTFCNew York Stock Exchange
Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred StockTFC.PINew York Stock Exchange
5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred StockTFC.PJNew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred StockTFC.PONew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred StockTFC.PRNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 25, 2022, the Board of Directors of Truist Financial Corporation (the “Corporation”) approved and adopted, effective as of such date, amendments to the Corporation’s Amended and Restated Bylaws (as so amended, the “Bylaws”). Specifically, Article III, Section 14(e) of the Bylaws has been amended to no longer require an independent member of the Board of Directors to serve as Chair of the Executive Committee of the Board.

In addition, Article VIII, Section 3 of the Bylaws has been revised to: (i) apply to the persons eligible for indemnification under Article VIII in addition to directors and officers of the Corporation, (ii) require undertakings to repay advances of expenses incurred in defending claims eligible for indemnification to be made in writing, (iii) permit the requirement of a written undertaking for a particular matter to be waived to the extent permitted by applicable law, and (iv) provide that authorization to advance expenses, and any decision to waive the requirement for a written undertaking to the extent permitted by applicable law, will be made by the Board of Directors or by the Chief Legal Officer of the Corporation or his or her designees.

Finally, several non-substantive, ministerial, clarifying and conforming changes were made to Article VIII of the Bylaws.

The foregoing summary is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

ITEM 9.01    Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.Description of Exhibit
Amended and Restated Bylaws of Truist Financial Corporation.
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRUIST FINANCIAL CORPORATION
(Registrant)
By:/s/ Cynthia B. Powell
Cynthia B. Powell
Executive Vice President and Corporate Controller
(Principal Accounting Officer)

Date: October 26, 2022

Truist Financial (NYSE:TFC)
Historical Stock Chart
Von Mär 2024 bis Apr 2024 Click Here for more Truist Financial Charts.
Truist Financial (NYSE:TFC)
Historical Stock Chart
Von Apr 2023 bis Apr 2024 Click Here for more Truist Financial Charts.